Cepton Technologies, Inc. and Growth Capital Acquisition Corp., enter into a business combination agreement
Cepton and Growth Capital announced that they have entered into a definitive business combination agreement, as well as related subscription agreements for an aggregate $58.5 million private placement in connection with the business combination. Upon the closing of the transaction, the combined company will be renamed “Cepton, Inc.” and is expected to be listed on the Nasdaq stock exchange under the new ticker symbol “CPTN”.
The transaction with Cepton enables Growth Capital to enter the lidar sector, one of the most innovative and rapidly growing sectors, with particular focus on ADAS in mass-market passenger vehicles. Founded in 2016 in San Jose, California, by technologists from Stanford University, Cepton has from its inception focused on ADAS. Cepton co-founder and CEO, Dr. Jun Pei, and co-founder and CTO, Dr. Mark McCord, had a shared vision of how lidar could become instrumental in dramatically reducing traffic collisions, in eliminating the human and financial toll of avoidable vehicle and pedestrian accidents, and in enabling safe autonomous driving for passenger vehicles. They consequently built an accomplished team of industry veterans at Cepton with deep lidar and optical technology expertise to deploy state-of-the-art lidar sensors aimed at the automotive market.
In realizing its founders’ vision for safety and autonomy for everyday consumers, Cepton believes it is poised to lead the ADAS lidar market after securing the largest ADAS lidar series production award to-date† with a leading, global Top 5 automotive company (OEM)‡, in partnership with its current investor and PIPE anchor investor, KOITO, a leading global automotive Tier 1 supplier.
Cepton’s unique value proposition is its patented, directional lidar technology, known as MMT® (Micro Motion Technology), that enables high performance at low cost, with excellent manufacturability at high volume. The compact form factor and low power consumption of Cepton MMT® lidars have enabled Tier 1 partners and customers to seamlessly integrate the lidars in vehicle fascia, in headlamps, on the roof and behind windshields, making them versatile for ADAS applications. The award-winning MMT® lidars use a mirrorless, rotation-free and frictionless method for three-dimensional (3D) imaging which maximizes optical efficiency, reliability and scalability. These lidars also include Cepton’s proprietary micro-optical lidar modules, with integrated, custom lidar engine ASICs (Applications Specific Integrated Circuits) for state-of-the-art illumination control and detection. The compelling price paired with the high performance of Cepton’s lidars places Cepton in a strong position to grow its core business beyond mass-market ADAS, into the autonomous vehicles (AV) and adjacent smart infrastructure markets.
Under the terms of the Business Combination Agreement, Cepton shareholders will receive consideration in the form of newly issued shares of Growth Capital common stock, valued based upon a Cepton enterprise value of $1.5 billion on a cash-free, debt-free basis. Upon closing, the combined company is expected to have an estimated equity value of approximately $1.8 billion, which includes approximately $231 million in gross proceeds, comprised of $172.5 million from Growth Capital’s trust account (assuming no redemptions) and a $58.5 million fully committed common stock PIPE, anchored by existing investor KOITO, which satisfies the contractual closing cash condition. Cash proceeds released from Growth Capital’s initial $172.5 million trust account after any stockholder redemptions and payment of transaction expenses and other Growth Capital liabilities will remain with the combined company, and Cepton intends to use the aggregate cash proceeds to accelerate its growth strategy, including securing additional series production design wins at other Top 10 automotive OEMs.
The boards of directors for both Cepton and Growth Capital have unanimously approved the proposed business combination, which is expected to be completed in the fourth quarter of 2021, subject to, among other things, the approval by Growth Capital’s stockholders, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), the receipt of certain regulatory approvals, and approval by The Nasdaq Stock Market to list the securities of the combined company.
Additional information about the proposed transaction, including a copy of the Business Combination Agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Growth Capital with the SEC and available at www.sec.gov. More information about the proposed transaction will also be described in Growth Capital’s registration statement relating to the business combination, which it will file with the SEC.
“We founded Cepton with the goal of creating a lidar that would be a key ADAS sensor to enable higher levels of safety and autonomy for millions of consumer vehicles, and today’s announcement is another step in making that vision a reality,” said Dr. Pei. “Our merger with Growth Capital is a tremendous milestone for Cepton because it enables us to accelerate our investment in state-of-the-art lidar solutions and manufacturing partnerships that are expected to make the next generation of road safety accessible to mass-market consumer vehicles, not just luxury vehicles. We anticipate that people will be able to purchase vehicles with advanced driver assist features powered by Cepton’s lidar technology by 2023. I am grateful to our investors, employees, partners, and customers for enabling us to reach this milestone and I look forward to working with the team at Growth Capital to expand our market leadership position.”
Akis Tsirigakis, co-CEO of Growth Capital, stated: “As we examined the market for lidar, a technology that will affect almost every aspect of our everyday life, it became clear to us that Cepton stands well above the rest with its large ADAS series production win at a leading global Top 5 global automotive OEM. That win, along with Cepton’s mature and experienced leadership team, its world-class MMT® lidar technology, and its partnerships with leading global automotive Tier 1 suppliers, puts Cepton in a pole position to substantially expand its market share and maintain their leadership in the automotive lidar space. We are very excited to be Cepton’s partner in fueling the next phase of its growth.”
George Syllantavos, co-CEO of Growth Capital, added: “Through this transaction, we offer our shareholders the opportunity to participate in the growth prospects of this innovative company within the exciting lidar sector. The size of Cepton’s auto OEM series production award sets a milestone not only for the company, but for the entire lidar industry, as it is an important step towards mass adoption for the automotive industry. Cepton is a company at the forefront of technological advancements with a robust patent portfolio and the coveted, patented MMT® lidar technology, which has enabled it to generate ongoing engagements with all of the Top 10 global OEMs. We are excited about the future and are committed to contribute to the company’s success.”
† Largest known ADAS lidar series production award based on number of vehicle models awarded
‡ Ranking based on IHS light vehicle production volume rankings for 2019
Advisors
J.P. Morgan Securities LLC (“J.P. Morgan”) is serving as financial advisor to Cepton and O’Melveny & Myers LLP is serving as legal counsel to Cepton. Maxim Group LLC (“Maxim”) is serving as financial advisor to Growth Capital and Ellenoff Grossman & Schole LLP is serving as legal counsel to Growth Capital.
J.P. Morgan is acting as lead placement agent to Growth Capital. Maxim is also serving as joint placement agent. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the placement agents.
Maxim and Craig-Hallum Capital Group LLC are acting as capital markets advisors to Growth Capital.
